Miscellaneous Document C.Shannon

MISCELLANEOUS BUSINESS AGREEMENT — C. SHANNON

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between the parties identified below.

Parties

RECITALS

WHEREAS, Provider is engaged in the business of providing professional goods and services and represents that Provider has the skill, experience and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform certain services as set forth below and Provider is willing to perform such services subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described in the Scope of Work below in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the services rendered by Provider, Client shall pay Provider in accordance with the terms set forth below. All amounts are in lawful currency.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Upon termination for any reason, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver all work-in-progress and final deliverables as reasonably requested by Client and the parties shall cooperate to effect an orderly wind-down.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) publicly known through no act or omission of the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) limit disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those hereunder; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that the execution of this Agreement does not violate any agreement with a third party. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for incidental, consequential, special or punitive damages.

6. INDEPENDENT CONTRACTOR; ASSIGNMENT

Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

7. NOTICES

All notices required or permitted under this Agreement must be in writing and will be deemed delivered when delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth in this Agreement or to such other address as either party designates by notice.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that a breach of the confidentiality obligations may cause irreparable harm for which monetary damages may be inadequate and agree that injunctive relief may be sought in addition to other remedies.

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